New Business Combinations Accounting Rules and the Mergers and Acquisitions Activity
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NEW BUSINESS COMBINATIONS ACCOUNTING RULES AND THE MERGERS AND ACQUISITIONS ACTIVITY HUMBERTO NUNO RITO RIBEIRO Doctor of Philosophy DE MONTFORT UNIVERSITY LEICESTER BUSINESS SCHOOL November 2009 This copy of the thesis has been supplied on condition that anyone who consults it is understood to recognise that its copyright rests with its author and that no quotation from the thesis and no information derived from it may be published without proper acknowledgement. Leicester Business School, De Montfort University New Business Combinations Accounting Rules and the Mergers and Acquisitions Activity Humberto Nuno Rito Ribeiro Doctor of Philosophy 2009 Thesis Summary The perennial controversy in business combinations accounting and its dialectic with stakeholders’ interests under the complexity of the Mergers and Acquisitions (M&A) activity is the centrepiece of analysis in this thesis. It is argued here that the accounting regulation should be as neutral as possible for the economic activity, although it is recognised that accounting changes may result in economic effects. In the case of the changes for business combinations accounting in the USA, lobbying was so fierce that in order to achieve the abolition of accounting choice in M&A accounting, it forced the standard-setter to compromise and to change substantially some of its earlier proposals. Such fierce lobbying cast doubts about whether it was effectively possible to mitigate such economic effects, resulting in a possible impact of the accounting changes on the M&A activity. The occurrence of M&A in waves is yet to be fully theorised. Nevertheless, existing literature established relationships between M&A activity and some key economic and financial factors, and has provided several interesting theories and other meaningful contributions for this thesis. It was therefore possible to examine whether the changes in the accounting rules produced any significant impact on the M&A activity. The findings obtained from the testing of the research hypotheses suggest that the new M&A accounting rules did not result in significant impacts on overall M&A activity. Nevertheless, from the study of managers’ perceptions, and from the examination of annual reports of S&P 500 companies, a considerable impact on the financial reporting was found. Key words: Mergers and Acquisitions (M&A), M&A activity and waves, Accounting regulation, Economic consequences, Business combinations, Accounting choice, Pooling of interests method, Purchase method, Goodwill amortisation, Goodwill impairment 2 Dedication This thesis is dedicated to my family in Portugal and in Brazil, in thanks for their continuing support and encouragement during its preparation. Iria, Franklin, Stella, Nita, and godmother Lúcia, I love you all. 3 In memory of José Maria Pereira who could not live long enough to witness the accomplishement of this thesis. Many thanks for everything, may you enjoy eternal life. Post scriptum: I had the confirmation of my PhD on my Godfather’s first anniversary 4 Acknowledgements I would like to acknowledge in particular my director of studies, Professor David Crowther, Leicester Business School, De Montfort University, for his supervision and constant support. I also would like to acknowledge Peter Scott, De Montfort University, and Bode Akinwande, London Metropolitan University, for their advice during the development of the research; Maria Simatova, London Business School, for her assistance with data collecting and treatment; and Ken Westmoreland, London, and Rachel Alves, Chichester, for their continuous reviews; and, finally, Stuart Cooper, Aston University, and Ashok Patel, De Montfort University, for their substantive reviews. Finally, yet not least important I address my recognition to other friends and colleagues, anonymous referees, discussants and conference participants, which helped in some way to develop this major research undertaking. I also would like to acknowledge the funding for this research and for presentations in seminars and conferences obtained from the following programs and institutions: PRODEP, Ministério da Ciência e do Ensino Superior, Portugal and EU ESTiG, Instituto Politécnico de Bragança, Portugal Leicester Business School, De Montfort University, UK Fundação para a Ciência e a Tecnologia, MCTES, Portugal Fundação Calouste Gulbenkian, Portugal London Metropolitan University, UK Universidad del País Vasco, Spain The Institute of Chartered Accountants in England and Wales, UK Finally, I acknowledge the institutions that provided training and logistical support during the early stage of the research: Universidad de Santiago de Compostela, Spain Universidad Carlos III, Madrid, Spain 5 Contents Page Chapter 1 Introduction 16 1.1 Summary 16 1.2 The development of accounting theory and regulation 17 1.3 Ontology, theoretical identification and theory validation 31 1.4 Accounting, finance, and globalisation 35 1.5 Conclusions 38 Chapter 2 Political Nature of Accounting Standard Setting and Developments on Business Combinations Accounting 43 2.1 Introduction 43 2.2 Towards a regulated conceptual framework for accounting 44 2.3 Lobbying and political influences on standard setting 55 2.4 Business combinations in the USA: an under pressure accounting issue 67 2.5 Accounting choice and business combinations accounting 80 2.6 Lobbying and pressures on FASB’s new M&A accounting proposals 86 2.7 Conclusions 113 Chapter 3 M&A Activity and M&A Accounting 115 3.1 Introduction 115 3.2 Terminology and definitions 116 3.3 M&A activity pattern and M&A waves 118 3.4 New age for business combinations and goodwill accounting 129 6 3.5 Neutrality versus economic effects in M&A accounting 137 3.6 Possible impacts on M&A activity and M&A accounting 143 3.7 Conclusions 146 Chapter 4 Hypotheses 148 4.1 Introduction 148 4.2 M&A activity during the 2000-2002 period 150 4.3 M&A activity during the 1994-2008 period 157 4.4 Research methodology 159 4.5 Factors and theories explaining M&A activity 163 4.6 Reasons explaining M&A abandonment 167 4.7 Conclusions 171 Chapter 5 Survey and Financial Reporting Analysis 173 5.1 Introduction 173 5.2 Survey on companies’ reactions to the new M&A accounting rules 174 5.3 Analysis of annual reports 189 5.3.1 Methodology of analysis 190 5.3.2 Data sources 190 5.3.3 Data collection 192 5.3.4 SFAS 142 impacts sample 208 5.3.5 Basic descriptive statistics and analysis 212 5.3.6 Cross-sectional analysis 215 5.4 Conclusions 220 Chapter 6 Data Collection 223 6.1 Introduction 223 6.2 Data sources 224 7 6.3 M&A data selection 227 6.4 M&A sample 234 6.5 Data aggregation 236 6.6 Conclusions 243 Chapter 7 Models Development and Testing Results 244 7.1 Summary 244 7.2 Introduction 245 7.3 Construction of metrics 252 7.4 Statistical models for hypotheses testing 259 7.5 Variable definitions and predictions 264 7.6 Univariate descriptive statistics 276 7.7 Empirical tests and discussion of results 280 7.7.1 Bivariate analysis 280 7.7.2 Multivariate analysis 284 7.7.3 Outliers and influential points 303 7.7.4 Sensitivity analysis 312 7.7.5 Forecasting model validation 319 7.8 Conclusions 321 Chapter 8 Discussion and Interpretation 323 8.1 Introduction 323 8.2 Accounting regulation and accounting choice: an international perspective for business combinations 325 8.3 Accounting choice in business combinations accounting and M&A activity 336 8.4 New M&A accounting rules and M&A activity: business as usual? 342 8 8.5 Conclusions 344 Chapter 9 Conclusions and Further Research 346 9.1 Introduction 346 9.2 Limitations 347 9.3 Summary of main research and generalisation 350 9.4 Suggestions for further research 353 9.5 Contributions 354 References 359 Appendix A S&P 500 Companies List as of 31 December 2004 417 Appendix B Questionnaire Addressed to S&P 500 companies 430 Appendix C Crosstabulations for Questionnaire Data 431 Appendix D Goodwill and Other Intangible Assets (OIA), and Impact on Diluted EPS, by Industry 437 Appendix E Descriptive Statistics 438 Appendix F Pearson/Spearman Correlation Matrixes 442 Appendix G Regression Analysis for Hypotheses One and Two 446 Appendix H Residuals’ Autocorrelation Tables and Correlograms 453 Appendix I Durbin-Watson Distribution and Critical Values 467 Appendix J Plots for Normal Distribution of Residuals 469 Appendix K Outliers and Influential Points 475 Appendix L Sensitivity Analyses 487 9 Tables Page Table 3.1 Pro forma impact on EPS in 2001 of selected S&P 500 companies 145 Table 5.1 Estimated SFAS 142 impacts on diluted EPS by industry 216 Table 6.1 Summary of some major M&A data sources for the USA 225 Table 6.2 Sample description for the 2000-2002’s period 235 Table 6.3 Sample description for the 1994-2008’s period 236 Table 7.1 First lag autocorrelations and Durbin-Watson statistic values 294 Table 7.2 Key tests for residuals’ normality 299 Table 7.3 Tests for heteroscedasticity 303 Table 7.4 Outliers diagnostics 308 Table 7.5 Resume of samples for sensitivity analysis 315 Table 7.6 Regressions’ sensitivity to abnormal and non-trading day’s removals 316 Table 7.7 Sensitivity analysis using alternative event windows 317 Table 7.8 Out-of-sample accuracy measurement 321 Table 8.1 Accounting for business combinations worldwide in the 1990’s 327 Table 8.2 Accounting for M&A in Europe and in the USA: 1999-2000 332 10 Table C.1 Crosstabulation for SFAS 141 and IT & Financials industries 431 Table C.2 Crosstabulation for SFAS 142 and IT & Financials industries 432 Table C.3 Crosstabulation for SFAS 141 and IT industry 433 Table